Exhibit 10.5


 


Confidential Materials omitted and filed separately with the Securities
and Exchange Commission pursuant to a request for confidential treatment under Rule 406 under the Securities Act of 1933, as amended.
Confidential portions are marked: [ *** ]


 


MANUFACTURING AND SUPPLY AGREEMENT


 


This Manufacturing and
Supply Agreement (the “Agreement”) is being entered into as of the first day of June 2004 (the “Effective
Date”), by and between BIOMET ORTHOPAEDICS SWITZERLAND GmbH, a Swiss company organized and existing under Swiss law,
with offices located at Altes Widalmi 12CH-3216 Ried bei Kerzers, Switzerland (hereinafter called “Biomet”)
and lnnocoll Technologies Limited, an Irish company organized and existing under Irish law, with offices located at IDA Roscommon
Business and Technology Park, Gallowstown, Co. Roscommon (“Supplier” or “Innocoll”).


 


Preliminary Statements


 


		A.	Biomet is a member company in the Biomet Europe group of companies. Biomet Europe and its affiliates
develop, manufacture and distribute medical devices such as orthopaedic implants and biomaterials. Biomet has a long-term need
of its products Septocoll® and Septocoll E (Product), a collagen fleece loaded with antibiotics as further described
in Schedule 1 (Specifications). Biomet wishes to have Supplier manufacture for, and supply to, Biomet such collagen
fleece according to Biomet’s Specifications.



 


		B.	lnnocoll has been manufacturing and supplying Septocoll and Septocoll E to Biomet on a regular
basis, as per the Manufacturing and Supply Agreement (“Former Agreement”) as described in paragraph C of the
Preamble.



 


		C.	***



 


		D.	Septocoll® is a trademark of Biomet’s affiliate, Biomet Merck BioMaterials GmbH. The
parties agree that Biomet will remain the responsible manufacturer of Septocoll and Septocoll E within the framework provided by
EU Directive 93/42 on Medical Devices.



 


NOW, THEREFORE, the parties agree as follows:


 


Terms and Conditions


 


1.             Appointment
of SUPPLIER


 


Biomet hereby appoints Supplier, and Supplier
hereby accepts such appointment, as manufacturer and supplier of the Products according to the Specifications listed in Schedule
1 hereto, subject to the terms and conditions of this Agreement.


 


2.             Supply
of Product Information


 


Biomet shall supply Supplier with all Information
necessary or desirable to manufacture the Products in compliance with the Specifications and all requirements under applicable
law.


 




    	 



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		3. 	Manufacture, Manufacturing Procedures and Supply of Raw Materials




 


		3.1	Supplier will manufacture the Products exclusively for Biomet in accordance with the Specifications
and the manufacturing procedures given or approved by Biomet and communicated to Supplier from time to time.



 


		3.2	Biomet will supply Innocoll with two of the raw materials (“Raw Materials”)
required for the manufacture of the Product, namely Gentamycine sulphate and Gentamycine crobephate. lnnocoll will check that all
containers, closures and seals are intact and that the labelling of the containers is consistent with the delivery note. Innocoll
will carry out identification tests on all Raw Materials supplied by Biomet.



 


		3.3	Supplier will provide all other raw materials, including but not limited to its own equinine collagen
for the manufacture of the Products. Supplier will guarantee the prime quality of such raw materials to Biomet. ***



 


		4.            	Quality Control and Test Records




 


		4.1	Supplier will ensure that the Products meet the quality requirements in the Specifications. Supplier
agrees to immediately inform Biomet of any detected discrepancies to the quality-requirements and to use best efforts to immediately
correct any discrepancies.



 


		4.2	Any alterations in the Products’ quality, stipulated manufacturing and packing are not permitted
unless with the prior with written consent of Biomet.



 


		4.3	Both parties are committed to the principle of Zero Defect, which includes that all product defects
as well as other quality discrepancies which provoke the need for complaints are to be considered as unacceptable.



 


		4.4	Supplier is responsible for documenting its process in detail with regard to parameters that can
affect the final quality. Supplier is responsible for ensuring that inspection and control are carried out to fulfil the requirements.
In addition, a journal shall be kept of the process parameters, and inspection reports shall be completed for the samples taken
out for quality control based on SPC (statistical process control) to ensure the quality of each delivery according to the specified
commitment. The Product shall at each time correspond with the requirements. Imposed by the law of any governmental entity including
EU regulations, having jurisdiction over the production, transport and/or sale of the Products in question. Supplier will furnish
all documents as specified in Appendix 1 for delivered Products stating that the Products conform to all requirements.



 


		4.5	Supplier acknowledges that Biomet, after receipt of the Products, examines the Products’
identity, quantity, endotoxines but otherwise relies on Supplier to have carried out any necessary quality controls before delivery
to ensure that the Products meet the agreed requirements and Specifications. Additionally, a visual inspection is carried out by
Biomet.



 




    	 



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		5.           	Auditing




             


		5.1	During normal business hours, Supplier shall provide access to its premises to Biomet to permit
audits of the relevant documents and facilities by Biomet or Regulatory Bodies. Supplier shall ensure that Biomet shall have access
to all subcontractors’ facilities as well.



 


		5.2	Supplier will ensure that any materiel deficiencies highlighted during any audit by Biomet or Regulatory
Bodies will be dealt with as soon as is practically possible following receipt of an official signed Audit Report from Biomet.



 


		5.3	Supplier is responsible for auditing the manufacturing facilities of any suppliers of raw materials
and packaging materials, for which it is responsible, as defined in accordance with the Product Compliance File, with the exception
of Gentamycine sulphate and Gentamycine crobephate. Audit Reports will be provided to Biomet upon request.



 


		



6.


	Confidentiality
Obligations



 


		6.1	Each party agrees to maintain during the term of this Agreement and for a period of *** thereafter
the strictest confidence with regard to the confidential and/or proprietary information, in whatever medium, relating to the Products
and their manufacture, and any other information disclosed to it under this Agreement by the other party and proprietary to it
or its affiliates or any third party contract partners (the “Confidential Information”). Neither party shall
directly nor indirectly pass on the Confidential Information to others nor use it for any purpose not mentioned in this Agreement.
Each party shall have the right to disclose the other party’s Confidential Information to its employees or advisors who need
this knowledge for the purposes authorized herein. To the extent that a party discloses Confidential Information to an employee
or advisor, such party will be responsible for any failure by such persons or entities to hold such information in confidence or
use such information solely for the purposes of this Agreement.



 


		6.2	The Obligations of confidentiality and use restrictions set forth herein above will not apply to
the following information:



 


		6.2.1	information that is or becomes publicly known or available by publication, commercial use or otherwise
without breach of this Agreement by the receiving party;



 


		6.2.2	information that the receiving party rightfully receives from a third party without a restriction
on disclosure;



 


		6.2.3	information that must be disclosed pursuant to governmental and regulatory requirements (including
Certification Audits);



 


		6.2.4	information that is independently developed by employees of the receiving party who have not had
access to the Confidential information; or



 


		6.2.5	information that is known by the receiving party at the time of receipt,



 


provided, however, that nothing
in this Agreement shall be interpreted to prohibit Biomet from publishing the results of its studies on the Products in accordance
with industry practices.


 




    	 



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7.


	Proprietary
Rights




 


		7.1	All Know-how (all manufacturing and technical data, instructions, specifications and experiences
regarding the Products as well as test methods developed) documented in the Specifications is owned by Biomet (“Biomet
Know-How”). Supplier shall have a limited, royalty-free license to use the Biomet Know-How in accordance with and for
the term of this Agreement.



 


		7.2	Supplier shall not implement any improvements or changes to the Products without the prior written
consent of Biomet.



 


		7.3	Supplier does not acquire by virtue of this Agreement any rights whatsoever in trademarks used
by Biomet in conducting its business and/or used in selling the final products into which the Products will be incorporated and
Supplier hereby acknowledges that the Products will be so incorporated.



 


		7.4	Supplier represents and warrants that Supplier’s manufacturing methods do not infringe any
third party’s proprietary rights. Supplier will indemnify and hold harmless Biomet for any and all claims arising out of
or based on claims related to the intellectual property rights underlying such methods.



 


		



8.


	Complaints



 


Biomet will inform Supplier immediately of
any complaints related to the Products and will liaise with Supplier in investigating the possible causes and agree on any remedial
plans of action.


 





		



9. 


	Batch
Recall


 


Biomet, in its capacity as responsible manufacturer
of the Products, shall be responsible for any batch recall of Products from the market and co-ordinate the same. In the event any
governmental authority or agency requests a recall or takes similar action in connection with the Products, or in the event that
Biomet determines an event or incident has occurred which may result in the need for a recall or a market withdrawal, Biomet will
inform Supplier by telephone or facsimile within 24 hours and the parties shall agree on an appropriate course of action. Supplier
shall bear the expense of any recall resulting from breach of its obligations hereunder or from negligent manufacture, packaging
or shipment of the Products by it. In all other cases, Biomet shall bear the expense of any recall.


 





		



10.   


	Supply
of Products by Supplier; Orders; Forecasts


 


		10.1	Supplier hereby agrees exclusively to supply Biomet with the Products, and Biomet agrees to exclusively
purchase Products from Supplier in accordance with the terms and provisions of this Agreement. Supplier will neither manufacture
nor supply any products, other than those which are being produced as of the Effective Date of this Agreement which, in Biomet’s
sole discretion, are directly competitive with the Products, to any third party during the term of this Agreement. Biomet acknowledges,
however, that Supplier is currently manufacturing its own products as Supplier will not use any of the Specifications or Biomet’s
intellectual property, including know-how, in manufacturing or selling any products other than, under the terms of this Agreement,
the Products. With regard to the Supplier’s Gentamicin/Bupivacaine combination product (“Combination Product”)
currently under development. Supplier agrees to grant to Biomet a right of first refusal for a license to the Combination Product
rights in all territories of the world with the exception of North America and Japan. ***



 




    	 



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		10.2	Within one month following the Effective Date of the Agreement, Biomet shall provide Supplier with
a rolling *** forecast of the amount of Products that Biomet expects to purchase from Supplier during such ***



 


		10.3	After receipt of a written purchase order from Biomet, Supplier will supply the ordered quantities
of Products ***. A legally binding contract concerning each delivery of Products shall be deemed to have been concluded when Biomet
has placed its purchase order.



 


		10.4	If its requirements are unexpectedly greater, Biomet will inform Supplier promptly and Supplier
will apply its best efforts to meet such requirements within the limit of its production capacity.



 


		10.5	Upon shipment of Products, Supplier shall invoice Biomet. ***



 





		11.	Prices
                                         and Conditions


 


Supplier shall supply the Products at the prices
and conditions set out in Schedule 2 which is incorporated herein by reference.


 





		12.	Minimum
Purchase Requirements


 


During each year of the term of the Agreement,
Biomet will purchase Products from Supplier in an amount as set out on Appendix 3 hereto (“Minimum Purchase Requirements”).


 





		13.	Warranties
and Liability


 


		13.1	Any changes in the location of manufacture of the Product require the prior written agreement of
Biomet. Any costs incurred by Supplier for changing the location of manufacture shall be borne entirely by Supplier. Supplier shall
inform Biomet promptly of any restriction placed upon Supplier that would impair its ability to manufacture the products. Biomet
shall be the responsible manufacturer according to Directive 93/42/EEC for the Final Products.



 


		13.2	Supplier hereby warrants that at the time of delivery, (a) the products will be new, unused, and
free from defects; (b) the Products will be of good workmanship and (c) strictly correspond to the Specifications; ***. Supplier
will further manufacture the Products according to governing industry standards and will additionally respect any other specifications
set out herein.



 




    	 



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		13.3	Any deviation from the Specifications and quality control procedures contained herein or required
by applicable law have to be agreed to by Biomet before implementation.



 


		13.4	Biomet undertakes to spot-check the Products *** and to inform Supplier promptly of any detected
quality defects.



 


		13.5	If Biomet fails to inform Supplier of any defect within such period, the Products received shall
be considered as accepted. This does not apply to defects which could not be found in the course of the receipt and which are Supplier’s
responsibility; such shall be reported to Supplier promptly after their appearance.



 


		13.6	If the check reveals any quality defects, Supplier will supply Biomet with replacement free of
charge within a time period to be agreed upon. The liability of each party shall be determined according to the applicable legal
regulations.



 





		14.	Term
                                         and Termination


 


		14.1	This Agreement shall become effective with the Effective Date and shall continue until 31 December
2006. Each party may terminate this Agreement ***.



 


		14.2	Each party shall be entitled to terminate the Agreement with immediate effect for material cause.
“Material cause” shall include, but not be limited to, the following:



 


		14.3	The failure to comply with any material obligations by the other party, if such failure is not
cured within thirty (30) days of receipt of notice from the terminating party.



 


		14.4	If the other party files a petition in bankruptcy, or applies for a consent to the appointment
of a receiver or trustee or suffers or permits the entry of an order adjudicating it to be bankrupt or insolvent.



 


		14.5	Biomet shall be entitled to terminate this agreement on written notice with immediate effect if
Supplier still fails to deliver the Products within *** from an agreed prolonged and confirmed delivery date for reasons other
than force majeure reasons or the failure of Biomet to provide any raw materials Biomet previously agreed in writing to be provided
by Biomet or the failure of a supplier appointed by Biomet. In accordance with applicable law, Supplier shall bear all expenses
and/or losses incurred by Biomet as a result its failure to deliver.



 





		15.	Indemnities





 


		15.1	As soon as a party becomes aware of the possibility of a claim involving indemnification under
this article, the indemnified party shall give the indemnifying party prompt notice in writing and shall permit the indemnifying
party to have control over and conduct the defense of such claim or suit. The indemnified party agrees to provide all reasonable
information and assistance to the indemnifying party in such defense.



 


		15.2	Supplier shall indemnify and hold Biomet harmless against all claims and expenses, including reasonable
legal expenses, arising out of the death or injury to any person or persons or out of any damages to property, whether during or
following the termination or expiration of this Agreement, resulting from the use of any products into which the Products were
incorporated 



 




    	 



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where such death, injury or damage is attributable to any defect in a Product attributable to any negligent, reckless
or intentional act or omission by Supplier, or the breach of this Agreement by Supplier.


 


		15.3	Biomet shall indemnify and hold Supplier harmless against all claims and expenses, including reasonable
legal expenses, arising out of the death or injury to any person or persons or out of any damages to property, whether during or
following the expiration or termination of this Agreement, resulting from the use of any products into which the Products were
incorporated where such death, injury or damage is attributable to any negligent, reckless or intentional act or omission by Biomet,
or the breach of this Agreement by Biomet.



 





		16.	Miscellaneous
                                         Provisions


 


		16.1	In case of force majeure, official orders, strike or lockout or similar hindrances which the parties
are unable to avert, the parties shall be released for the duration of such hindrance from the contractual obligations which they
are prevented from performing. In the event of an extended force majeure condition at Supplier, Biomet shall be entitled to have
the Products manufactured by a third party to be chosen in Biomet’s sole discretion.



 


		16.2	This Agreement shall be governed by and construed in accordance with the substantive provisions
of Swiss law. Place of jurisdiction and forum for any disputes shall be Zurich, Switzerland.



 


		16.3	If individual provisions or rules of this Agreement are invalid or become invalid, the parties
hereby agree that this shall not affect the validity of the remainder of the terms and provisions. The parties undertake to replace
the invalid provisions by others which come closest to the effect originally intended.



 


		16.4	This Agreement and its appendices which form an integral part of this Agreement and are incorporated
herein by reference, represents the entire agreement of the parties relating to the subject matter. The General Terms and Conditions
of each party shall not apply to this Agreement.



 


		16.5	Any amendments to this Agreement or, the appendices may only be made by mutual agreement of the
parties, and must be in writing and executed by both parties.



 


		16.6	Any expiration or termination of this Agreement shall not release the parties from liabilities
or obligations accrued as of the date thereof.



 


		16.7	Supplier shall not assign this Agreement to any third party without the prior written consent of
Biomet.



 


		16.8	Supplier acknowledges that certain of Biomet’s obligations hereunder may be performed by
Biomet Europe group of companies.



 


		16.9	This Agreement has been prepared in the English language, and English shall control its interpretation
and meaning.



 




    	 



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IN WITNESS WHEREOF, the
parties have executed this Agreement as of the Effective Date.


 


	Biomet Orthopedics Switzerland GmbH	 	Innocoll Technologies Limited
	 	 	 
	/s/ Roger Van Broeck	 	/s/ Michael Myers
	Roger Van Broeck	 	Michael Meyers
	Managing Director	 	President and CEO


 




    	 



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FIRST AMENDMENT TO

MANUFACTURING AND SUPPLY AGREEMENT

between

BIOMET ORTHOPAEDICS SWITZERLAND GmbH and INNOCOLL TECHNOLOGIES

LIMITED


 


THIS FIRST AMENDMENT (“First
Amendment”) to that certain MANUFACTURING AND SUPPLY AGREEMENT by and among Biomet Orthopaedics Switzerland GmbH, a Swiss
limited liability company (“Biomet Switzerland”), Biomet Deutschland GmbH, a German limited liability company
with its seat in Berlin, Germany (“Biomet Deutschland” —Biomet Switzerland and Biomet Deutschland collectively
to be referred to as “Biomet”), and Innocoll Technologies Limited, a limited liability company organized and
existing under the laws of Ireland (“Supplier” or “Innocoll”), dated as of June 1, 2004
(“Agreement”) is entered into between Biomet and Innocoll effective as of January 1, 2006.


 


PRELIMINARY STATEMENTS:


 


A.          Biomet Switzerland and Innocoll entered
into the Agreement effective June 1, 2004 and the Agreement will expire, by its terms on December 31, 2006.


 


B.          Biomet Switzerland and Biomet Deutschland
are member companies of the Biomet Europe group.


 


C.          The parties desire to extend the term
of the Agreement, to assign it within the Biomet Europe group and to amend certain terms of the Agreement as set forth in this
First Amendment.


 


NOW, THEREFORE, IN CONSIDERATION
of the covenants and mutual promises contained herein, the receipt and sufficiency of which hereby are acknowledged, the parties
hereby agree as follows:


 


TERMS AND CONDITIONS:


 


1.            Definitions.  To the extent not
otherwise defined in this First Amendment, all capitalized terms shall have the meaning ascribed to them in the Agreement.


 


2.            Assignment of the Agreement to Biomet
Deutschland:  Biomet Switzerland hereby assigns and transfers all of its rights and obligations under the Agreement, as amended,
to its sister company Biomet Deutschland. Innocoll agrees to such assignment and transfer. Biomet Switzerland shall therefore be
replaced by Biomet Deutschland in the Agreement in all respects.


 


3.            Amendment of Section 11 and Schedule
2, Prices and Conditions.  The parties have agreed that the current pricing schedule (price per unit), as set out in Schedule
2 to the Agreement ***.


 


4.            Amendment of Section 12 and Appendix
3, Minimum Purchase Requirements.  The parties have agreed that the Minimum Purchase Requirements will amount to ***


 




    	 



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5.            Amendment of Section 14.1.  Section
14.1 of the Agreement entitled “Term and Termination” is hereby deleted in its entirety and replaced with the following:


 


“14.1     This Agreement shall
become effective with the Effective Date and shall continue until, and automatically expire, on 31 December 2009,”


 


6.            Addition of New Section 14.6.  A new Section 14.6 shall be added to Article 14 and shall read as follows:


 


“14.6     Either party shall have
an extraordinary right to terminate this Agreement without cause to the end of the calendar year 2008 by giving three months’
written notice; provided that all orders submitted by the termination date, and payment for such orders, shall be honored
by the parties.


 


7.             General.


 


a.           First Amendment
Controls.  Notwithstanding anything to the contrary set forth in the Agreement, in the event of a conflict between the terms
of the Agreement and this First Amendment, this First Amendment shall control.


 


b.           Continuing Effect
of Other Terms of Manufacturing and Supply Agreement.  Except as amended in this First Amendment, all terms and conditions of
the Agreement shall remain in full force and effect.


 


c.           Counterparts.  This First Amendment may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but
all of which together shall be one and the same instrument.


 


d.           Choice of Law.  The parties expressly agree that this First Amendment shall be governed the substantive laws of Switzerland without giving effect
to that jurisdiction’s choice of law rules.


 


e.           Submission to Jurisdiction.  The parties agree to submit to the non-exclusive jurisdiction of any competent court in Zurich, Switzerland, with respect to any
matter arising out of this First Amendment.


 


IN WITNESS WHEREOF, the
parties by their duly authorized officers have executed this First Amendment on the date set forth below their signatures below,
to be effective as of January 1, 2006.


 





 


	BIOMET ORTHOPAEDICS SWITZERLAND	GmbH BIOMET DEUTSCHLAND GmbH


 


	Signature:	/s/ Roger Van Broeck	 	Signature:	/s/ Joe-Houng Schulte


 


	Name:	Roger Van Broeck	 	Name:	Joe-Houng Schulte


 












    	 



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	Title:	President	 	Title:	Managing Director


 


	Date:	10/1/2006	 	Date:	16/01/06




 





 


	INNOCOLL TECHNOLOGIES LIMITED	 


 


	Signature:	/s/ Michael Myers	 


 


	Name:	Michael Myers	 


 


	Title:	President & CEO	 


 


	Date:	Jan 30, 2006	 


 









    	 



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SECOND AMENDMENT TO

MANUFACTURING AND SUPPLY AGREEMENT

between

BIOMET DEUTSCHLAND GmbH and INNOCOLL TECHNOLOGIES LIMITED


 


THIS SECOND AMENDMENT (“Second
Amendment”) to that certain MANUFACTURING AND SUPPLY AGREEMENT by and between Biomet Deutschland GmbH, a German limited
liability company with its seat in Berlin, Germany (“Biomet”), and Innocoll Technologies Limited, a limited
liability company organized and existing under the laws of Ireland (“Supplier” or “Innocoll”),
dated as of June 1, 2004 (“Agreement”) is entered into between Biomet and Innocoll effective as of
January 1, 2010.


 


PRELIMINARY STATEMENTS:


 


A.            Biomet and Innocoll are parties to the
Agreement as amended by its First Amendment. The First Amendment will expire, by its terms on December 31, 2009.


 


C.            The parties desire to extend the term
of the Agreement, and to amend certain terms of the Agreement as set forth in this Second Amendment.


 


NOW, THEREFORE, IN CONSIDERATION
of the covenants and mutual promises contained herein, the receipt and sufficiency of which hereby are acknowledged, the parties
hereby agree as follows:


 


TERMS AND CONDITIONS:


 


1.             Definitions.  To the extent not
otherwise defined in this Second Amendment, all capitalized terms shall have the meaning ascribed to them in the Agreement or the
First Amendment.


 


2.             Amendment of Section 11 and Schedule
2, Prices and Conditions.  The parties have agreed that the pricing schedule (price per unit), as set out in Schedule 2
to this Amendment will ***.


 


In consideration for the extension of the Agreement,
Biomet ***


 


3.             Amendment of Section 14.1.  Section
14.1 of the Agreement entitled “Term and Termination” is hereby deleted in its entirety and replaced with the following:


 


“14.1     This Agreement shall
become effective with the Effective Date and shall continue until, and automatically expire, on 31 December 2010.”


 




    	 



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4.             General.


 


a.           Second Amendment
Controls.  Notwithstanding anything to the contrary set forth in the Agreement, as amended, in the event of a conflict between
the terms of the Agreement and this Second Amendment, this Second Amendment shall control.


 


b.           Continuing Effect
of Other Terms of Manufacturing and Supply Agreement.  Except as amended in this Second Amendment, all terms and conditions
of the Agreement, as amended, shall remain in full force and effect.


 


c.           Counterparts.  This Second Amendment may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but
all of which together shall be one and the same instrument.


 


d.           Choice of Law.  The parties expressly agree that this Second Amendment shall be governed the substantive laws of Switzerland without giving effect
to that jurisdiction’s choice of law rules.


 


e.           Submission to Jurisdiction.  The parties agree to submit to the non-exclusive jurisdiction of any competent court in Zurich, Switzerland, with respect to any
matter arising out of this Second Amendment.


 


IN WITNESS WHEREOF, the
parties by their duly authorized officers have executed this Second Amendment on the date set forth below their signatures below,
to be effective as of December 15, 2009.


  


	BIOMET Deutschland GmbH	 


 


	Signature:	/s/ Dr. Hadi Saleh	 	Signature:	 /s/ Joerg Schmidt


 


	Name:  	Dr. Hadi Saleh	 	Name: 	Joerg Schmidt


 


	Title:	Managing Director	 	Title:	 Director Business Administration


 


	Date:	December 23, 2009	 	Date:	December 23, 2009


 


	INNOCOLL TECHNOLOGIES LIMITED	 


 


	Signature:	/s/ Michael Myers	 


 


	Name:  	Michael Myers	 


 


	Title:	Director	 


 


	Date:	January 7, 2010	 


 









    	 



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SCHEDULE 2

PRODUCT PRICING


***




    	 



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THIRD AMENDMENT TO

MANUFACTURING AND SUPPLY AGREEMENT

between

BIOMET DEUTSCHLAND GmbH and INNOCOLL TECHNOLOGIES LIMITED


 


THIS THIRD AMENDMENT (“Third
Amendment”) to that certain MANUFACTURING AND SUPPLY AGREEMENT by and between Biomet Deutschland GmbH, a German limited
liability company with its seat in Berlin, Germany (“Biomet”), and Innocoll Technologies Limited, a limited
liability company organized and existing under the laws of Ireland (“Supplier” or “Innocoll”),
dated as of June 1, 2004 (“Agreement”) is entered into between Biomet and Innocoll effective as of
January 1, 2011.


 


PRELIMINARY STATEMENTS:


 


A.            Biomet and Innocoll are parties to the
Agreement as amended by its First Amendment and Second Amendment. The Second Amendment will expire, by its terms on December 31, 2010.


 


C.            The parties desire to extend the term
of the Agreement, and to amend certain terms of the Agreement as set forth in this Third Amendment.


 


NOW, THEREFORE, IN CONSIDERATION
of the covenants and mutual promises contained herein, the receipt and sufficiency of which hereby are acknowledged, the parties
hereby agree as follows:


 


TERMS AND CONDITIONS:


 


1.             Definitions.  To the extent not
otherwise defined in this Third Amendment, ail capitalized terms shall have the meaning ascribed to them in the Agreement, the
First Amendment or the Second Amendment.


 


2.             Amendment of Section 11 and Schedule
2, Prices and Conditions.  The parties have agreed that the pricing schedule (price per unit), as set out in Schedule 2
to this Amendment will ***


 


3.             Amendment of Section 14.1.  Section
14.1 of the Agreement entitled “Term and Termination” is hereby deleted in its entirety and replaced with the following:


 




    	 



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“14.1     This Agreement shall
become effective with the Effective Date and shall continue until, and automatically expire, on 31 December 2011.”


 


4.             General.


 


a.           Third Amendment
Controls.  Notwithstanding anything to the contrary set forth in the Agreement, as amended, in the event of a conflict between
the terms of the Agreement, the First Amendment, the Second Amendment and this Third Amendment, this Third Amendment shall control.


 


b.           Continuing Effect
of Other Terms of Manufacturing and Supply Agreement.  Except as amended in this Third Amendment, all terms and conditions of
the Agreement, as amended, shall remain in full force and effect.


 


c.           Counterparts.  This Third Amendment may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but
all of which together shall be one and the same instrument.


 


d.           Choice of Law.  The parties expressly agree that this Third Amendment shall be governed the substantive laws of Switzerland without giving effect
to that jurisdiction’s choice of law rules.


 


e.           Submission to Jurisdiction.  The parties agree to submit to the non-exclusive jurisdiction of any competent court in Zurich, Switzerland, with respect to any
matter arising out of this Third Amendment.


 


IN WITNESS WHEREOF, the
parties by their duly authorized officers have executed this Third Amendment on the date set forth below their signatures below,
to be effective as of September 1, 2010.


  


	BIOMET Deutschland GmbH	 


 


	Signature:	/s/ Dr. Hadi Saleh	 	Signature:	 /s/ Joerg Schmidt


 


	Name: 	Dr. Hadi Saleh	 	Name: 	ppa Joerg Schmidt


 


	Title:	Managing Director	 	Title:	 Director Business Administration


 


	Date:	15.09.2010	 	Date:	15.09.2010


 


	INNOCOLL TECHNOLOGIES LIMITED	 


 


	Signature:	/s/ Denise Carter	 


 


	Name: 	Denise Carter	 


 


	Title:	VP Business Development	 


 


	Date:	20.09.2010	 


 









    	 



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SCHEDULE 2

PRODUCT PRICING


***


 




    	 



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FOURTH AMENDMENT TO


MANUFACTURING AND SUPPLY AGREEMENT


Between


BIOMET DEUTSCHLAND GmbH and INNOCOLL TECHNOLOGIES
LIMITED


 


THIS FOURTH AMENDMENT (“Fourth
Amendment”) to that certain MANUFACTURING AND SUPPLY AGREEMENT by and between Biomet Deutschland GmbH, a German limited
liability company with its seat in Berlin, Germany (“Biomet”), and Innocoll Technologies Limited, a limited
liability company organized and existing under the laws of Ireland (“Supplier” or “lnnocoll”),
dated as of June 1, 2004 (“Agreement”) is entered into between Biomet and Innocoll effective as of
April 1, 2011.


 


PRELIMINARY STATEMENTS:


 


A.            Biomet and lnnocoll are parties to the
Agreement as amended by its First Amendment, Second Amendment and Third Amendment. The Third Amendment will expire, by its terms
on December 31, 2011.


 


B.             The parties desire to extend the term
of the Agreement, and to amend certain terms of the Agreement as set forth in this Fourth Amendment.


 


NOW, THEREFORE, IN CONSIDERATION
of the covenants and mutual promises contained herein, the receipt and sufficiency of which hereby are acknowledged, the parties
hereby agree as follows:


 


TERMS AND CONDITIONS:


 


1.             Definitions.  To the extent not
otherwise defined in this Fourth Amendment, all capitalized terms shall have the meaning ascribed to them in the Agreement, the
First, Second and Third Amendments.


 


2.             Amendment of Section 11 and Schedule
2, Prices and Conditions.  The parties have agreed that the pricing schedule (price per unit), as set out in Schedule 2
to this Amendment will ***


 




    	 



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3.             Amendment of Section 14.1.  Section
14.1 of the Agreement entitled “Term and Termination” is hereby deleted in its entirety and replaced with the following:


 


“14.1     This Agreement shall
become effective with the Effective Date and shall continue until, and automatically expire, on 31 December 2013.”


 


4.             General.


 


a.           Fourth Amendment
Controls.  Notwithstanding anything to the contrary set forth in the Agreement, in the event of a conflict between the terms
of the Agreement, the First Amendment, the Second Amendment, the Third Amendment and this Fourth Amendment, this Fourth Amendment
shall control.


 


b.           Continuing Effect
of Other Terms of Manufacturing and Supply Agreement.  Except as amended in the First, Second, Third and this Fourth Amendment,
all terms and conditions of the Agreement shall remain in full force and effect.


 


c.           Counterparts.  This Fourth Amendment may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but
all of which together shall be one and the same instrument.


 


d.           Choice of Law.  The parties expressly agree that this Fourth Amendment shall be governed by the substantive laws of Switzerland without giving
effect to that jurisdiction’s choice of law rules.


 


e.           Submission to Jurisdiction.  The parties agree to submit to the non-exclusive jurisdiction of any competent court in Zurich, Switzerland, with respect to any
matter arising out of this Fourth Amendment.


 


IN WITNESS WHEREOF, the
parties by their duly authorized officers have executed this Third Amendment on the date set forth below their signatures below,
to be effective as of, April 1, 2011.


 


BIOMET DEUTSCHLAND GmbH


 


	Signature:		 	Signature:	


 


	Name:	 	 	Name:	 


 


	Title:	 	 	Title:	 


 




    	 



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	Date:	 	 	Date:	 


 


INNOCOLL TECHNOLOGIES LIMITED


 


	Signature: 	/s/ Denise Carter	 


 


	Name:  	Denise Carter	 


 


	Title: 	VP Business Development	 


 


	Date: 	March 25, 2011	 


 




    	 



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FIFTH AMENDMENT TO MANUFACTURING

AND SUPPLY AGREEMENT

between

BIOMET DEUTSCHLAND GmbH and INNOCOLL TECHNOLOGIES LIMITED


 


THIS FIFTH AMENDMENT (“Fifth
Amendment”) to that certain MANUFACTURING AND SUPPLY AGREEMENT by and between Biomet Deutschland GmbH, a German limited
liability company with its seat in Berlin, Germany (“Biomet”), and Innocoll Technologies Limited, a limited
liability company organized and existing under the laws of Ireland (“Supplier” or “Innocoll”),
dated as of June 1, 2004 (“Agreement”) is entered into between Biomet and Innocoll effective as of March 15,
2012.


 


PRELIMINARY STATEMENTS:


 


A.            Biomet and Innocoll are parties to the
Agreement, as amended by its First Amendment, Second Amendment, Third Amendment, and Fourth Amendment. The Fourth Amendment will
expire by its terms on December 31, 2013.


 


B.            The parties desire to extend the term
of the Agreement through December 31, 2016, and to amend certain terms of the Agreement as set forth in this Fifth Amendment.


 


NOW, THEREFORE, IN CONSIDERATION
of the covenants and mutual promises contained herein, the receipt and sufficiency of which hereby are acknowledged, the parties
hereby agree as follows:


 


TERMS AND CONDITIONS:


 


1.            Definitions.  To the extent not
otherwise defined in this Fifth Amendment, all capitalized terms shall have the meaning ascribed to them in the Agreement and the
First, Second, Third and Fourth Amendments.


 


2.            Amendment of Section 11 and Schedule
2, Prices and Conditions.  The parties have agreed that the pricing schedule (price per unit), as set out in Schedule 2
to this Amendment will ***


 




    	 



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3.            Amendment of Section 14.1.  Section
14.1 of the Agreement entitled “Term and Termination” is hereby deleted in its entirety and replaced with the following:


 


“14.1     This Agreement shall
become effective on the Effective Date and shall continue through, and automatically expire, on December 31, 2016.”


 


4.            General.


 


a.           Fifth Amendment
Controls.  Notwithstanding anything to the contrary set forth in the Agreement, in the event of a conflict between the terms
of the Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, and this Fifth Amendment,
this Fifth Amendment shall control.


 


b.           Continuing Effect
of Other Terms of Manufacturing and Supply Agreement.  Except as amended in the First, Second, Third, Fourth and this Fifth
Amendment, all terms and conditions of the Agreement shall remain in full force and effect.


 


c.           Counterparts.  This Fifth Amendment may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but
all of which together shall be one and the same instrument.


 


d.           Choice of Law.  The parties expressly agree that this Fifth Amendment shall be governed by the substantive laws of Germany without giving effect
to that jurisdiction’s choice of law rules.


 


e.           Submission to Jurisdiction.  The parties agree to submit to the exclusive jurisdiction of any competent court in Berlin, Germany, with respect to any matter
arising out of this Fifth Amendment.


 




    	 



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IN WITNESS WHEREOF, the
parties by their duly authorized officers have executed this Fifth Amendment on the date set forth below their signatures below,
to be effective as of March 15, 2012.


 


BIOMET DEUTSCHLAND GmbH


 


	Signature:	/s/ Dr. Hadi Saleh	 	Signature:	/s/ Joerg Schmidt


 


	Name: 	Dr. Hadi Saleh	 	Name: 	Joerg Schmidt


 


	Title:	Managing Director	 	Title:	Director Finance


 


	Date:	March 23, 2012	 	Date:	March 23, 2012


 


INNOCOLL TECHNOLOGIES LIMITED


 


	Signature: 	/s/ Denise Carter	 


 


	Name: 	Denise Carter	 


 


	Title:	VP Business Development	 


 


	Date:	March 22, 2012	 


 




    	 



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SIXTH AMENDMENT TO MANUFACTURING AND

SUPPLY AGREEMENT

between

BIOMET DEUTSCHLAND GmbH and INNOCOLL TECHNOLOGIES LIMITED


 


THIS SIXTH AMENDMENT (“Sixth
Amendment”) to that certain MANUFACTURING AND SUPPLY AGREEMENT by and between Biomet Deutschland GmbH, a German limited
liability company with its seat in Berlin, Germany (“Biomet”), and Innocoll Technologies Limited, a limited
liability company organized and existing under the laws of Ireland (“Supplier” or “lnnocoll”),
dated as of June 1, 2004 (“Agreement”) is entered into between Biomet and Innocoll effective as of
March 1, 2013 (“Effective Date”).


 


PRELIMINARY STATEMENTS:


 


A.            Biomet and Innocoll are parties to the
Agreement as amended by its First Amendment, Second Amendment, Third Amendment, Fourth and Fifth Amendment. The Fifth Amendment
will expire, by its own terms on December 31, 2016.


 


B.            The parties desire to extend the term
of the Agreement, and to amend certain terms of the Agreement as set forth in this Sixth Amendment.


 


NOW, THEREFORE, IN CONSIDERATION
of the covenants and mutual promises contained herein, the receipt and sufficiency of which hereby are acknowledged, the parties
hereby agree as follows:


 


TERMS AND CONDITIONS:


 


1.            Definitions.  To the extent not
otherwise defined in this Sixth Amendment, all capitalized terms shall have the meaning ascribed to them in the Agreement, the
First, Second, Third, Fourth, and Fifth Amendments.


 


2.            Amendment of Section 11 and Schedule
2, Prices and Conditions.  The pricing schedule (price per unit) as of the Effective Date of this Sixth Agreement is set out
in Schedule 2 to this Amendment and will ***


 




    	 



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3.            Amendment of Section 14.1.  Section
14.1 of the Agreement entitled “Term and Termination” is hereby deleted in its entirety and replaced with the following:


 


“14.1     This Agreement will
become effective on the Effective Date and shall continue until, and automatically expire, on 31 December 2018.”


 


4.            General.


 


a.           Sixth Amendment
Controls.  Notwithstanding anything to the contrary set forth in the Agreement, in the event of a conflict between the terms
of the Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth and this Sixth
Amendment, this Sixth Amendment shall control.


 


b.           Continuing Effect
of Other Terms of Manufacturing and Supply Agreement.  Except as amended in the First, Second, Third, Fourth, Fifth and this
Sixth Amendment, all terms and conditions of the Agreement shall remain in full force and effect.


 




    	 



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c.           Counterparts.  This Sixth Amendment may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but
all of which together shall be one and the same instrument.


 


d.           Choice of Law.  The parties expressly agree that this Sixth Amendment shall be governed by the substantive laws of Germany without giving effect
to that jurisdiction’s choice of law rules.


 


e.           Submission to Jurisdiction.  The parties agree to submit to the non-exclusive jurisdiction of any competent court in Berlin, Germany, with respect to any matter
arising out of this Sixth Amendment.


 


IN WITNESS WHEREOF, the
parties by their duly authorized officers have executed this Sixth Amendment on the date set forth below their signatures below,
to be effective as of, March 1, 2013.


 


BIOMET DEUTSCHLAND GmbH


 


	Signature: 	/s/ Eric R. Perucco	 	Signature: 	/s/ Joerg Schmidt


 


	Name:  	Eric R. Perucco	 	Name:  	Joerg Schmidt


 


	Title:	Managing Director	 	Title:	Finance Director


 


	Date:	February 28, 2013	 	Date:	February 28, 2013


 


INNOCOLL TECHNOLOGIES LIMITED


 


	Signature: 	/s/ Denise Carter	 


 


	Name:  	Denise Carter	 


 


	Title: 	EVP Business Development	 


 


	Date: 	February 25, 2013	 


 




    	 



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 SCHEDULE 2

PRODUCT PRICING


***




    	 



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SEVENTH AMENDMENT TO MANUFACTURING AND

SUPPLY AGREEMENT

between

BIOMET DEUTSCHLAND GmbH and INNOCOLL TECHNOLOGIES LIMITED


 


THIS SEVENTH AMENDMENT
(“Seventh Amendment”) to that certain MANUFACTURING AND SUPPLY AGREEMENT by and between Biomet Deutschland GmbH,
a German limited liability company with its seat in Berlin, Germany (“Biomet”), and lnnocoll Technologies Limited,
a limited liability company organized and existing under the laws of Ireland (“Supplier” or “lnnocoll”),
dated as of June 1, 2004 (“Agreement”) is entered into between Biomet and lnnocoll effective as of
July 26, 2013 (“Effective Date”).


 


PRELIMINARY STATEMENTS:


 


A.            Biomet and lnnocoll are parties to the
Agreement as amended by its First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment, and Sixth Amendment.
The Sixth Amendment will expire, by its own terms on December 31, 2018.


 


B.            The parties desire to amend certain terms
of the Agreement as set forth in this Seventh Amendment.


 


NOW, THEREFORE, IN CONSIDERATION
of the covenants and mutual promises contained herein, the receipt and sufficiency of which hereby are acknowledged, the parties
hereby agree as follows:


 


TERMS AND CONDITIONS:


 


1.            Definitions.  To the extent not
otherwise defined in this Seventh Amendment, all capitalized terms shall have the meaning ascribed to them in the Agreement, the
First, Second, Third, Fourth, Fifth and Sixth Amendments.


 


2.            Amendment of Section 11 Prices and
Conditions.


 


***


 




    	 



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3.            General.


 


a.           Seventh Amendment
Controls.  Notwithstanding anything to the contrary set forth in the Agreement, in the event of a conflict between the terms
of the Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the
Sixth Amendment and this Seventh Amendment, this Seventh Amendment shall control.


 


b.           Continuing Effect
of Other Terms of Manufacturing and Supply Agreement.  Except as amended in the First, Second, Third, Fourth, Fifth, Sixth and
this Seventh Amendment, all terms and conditions of the Agreement shall remain in full force and effect.


 


c.           Counterparts.  This Seventh Amendment may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but
all of which together shall be one and the same instrument.


 


d.           Choice of Law.  The parties expressly agree that this Seventh Amendment shall be governed by the substantive laws of Germany without giving effect
to that jurisdiction’s choice of law rules.


 




    	 



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e.           Submission to Jurisdiction.  The parties agree to submit to the non-exclusive jurisdiction of any competent court in Berlin, Germany, with respect to any matter
arising out of this Seventh Amendment.


 


IN WITNESS WHEREOF, the
parties by their duly authorized officers have executed this Seventh Amendment on the date set forth below their signatures below,
to be effective as of, July 26, 2013.


 


BIOMET DEUTSCHLAND GmbH


 


	Signature:	/s/ Jo Theunissen	 	Signature:	/s/ Joerg Schmidt


 


	Name: 	Jo Theunissen	 	Name: 	Joerg Schmidt


 


	Title:	Managing Director	 	Title:	Director Finance CEE


 


	Date:	9.09.2013	 	Date:	September 3, 2013


 





INNOCOLL TECHNOLOGIES LIMITED


 


	Signature:	/s/ Denise Carter	 


 


	Name: 	Denise Carter	 


 


	Title:	EVP Business Development	 


 


	Date:	July 28, 2013	 


 




    	 



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SCHEDULE 2

PRODUCT PRICING


***